SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cadieux Nick

(Last)

(First)

(Middle)

C/O STOCKERYALE, INC.

32 HAMPSHIRE ROAD

(Street)

SALEM

03079

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2006

3. Issuer Name and Ticker or Trading Symbol
STOCKERYALE INC [ STKR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Sales & Product Development

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,000⁽¹⁾	D
Common Stock	200	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	05/01/2001⁽²⁾⁽³⁾	05/01/2010	Common Stock	1,500	$15.75	D
Stock Option (right to buy)	04/02/2002⁽²⁾⁽³⁾	04/02/2011	Common Stock	2,500	$11.75	D
Stock Option (right to buy)	04/01/2003⁽²⁾⁽³⁾	04/01/2012	Common Stock	9,000	$7.2	D
Stock Option (right to buy)	10/01/2003⁽²⁾	10/01/2012	Common Stock	5,000	$0.73	D
Stock Option (right to buy)	08/15/2004⁽²⁾	08/15/2013	Common Stock	14,000	$0.63	D
Stock Option (right to buy)	07/30/2005⁽²⁾	07/30/2014	Common Stock	10,000	$1.22	D

Explanation of Responses:

1. Shares owned are shares of restricted stock granted on July 1, 2005 under StockerYale's 2004 Stock Option and Incentive Plan. Restrictions lapse as to 25% of the shares per annum on each of the first, second, third and fourth anniversaries of the date of grant. Restrictions lapse as to 100% of the shares upon StockerYale achieving positive cash flow from operations for two consecutive fiscal years.

2. Option vests and becomes exercisable as to 1/4th of the number of shares subject to the option on each annual anniversary date of the date of grant until fully vested on the fourth anniversary of the date of grant.

3. On November 21, 2005, the Board of Directors of StockerYale approved the acceleration of vesting of all outstanding unvested stock options with exercise prices equal to or greater than $3.00 per share.

	/s/ Thomas B. Rosedale (pursuant to Power of Attorney)	05/25/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.